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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
INTERDENT, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
45865R109
---------
(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan, Graev & Karabell, LLP
30 Rockefeller Plaza
24th Floor
New York, New York 10112
(212) 408-2400
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 12, 1999
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) and (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CB Capital Investors, L.P. - 13-3986302
- -------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
-----------------------------------------------------------------
(b)
-----------------------------------------------------------------
- -------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC
- -------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
6. Citizenship or Place of Organization California
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
7. Sole Voting Power $15,000,000.00 in aggregate
principal amount of 7.0%
Convertible Subordinated Notes
initially convertible into
1,628,664 shares of Common
Stock and 1,085,767 shares of
unregistered Series D Preferred
Stock initially convertible
into 1,085,767 shares of Common
Stock
Number of Shares ---------------------------------------------------------
Beneficially Owned 8. Shared Voting Power Not applicable
by Each Reporting
Person With ---------------------------------------------------------
9. Sole Dispositive $15,000,000.00 in aggregate
Power principal amount of 7.0%
Convertible Subordinated Notes
initially convertible into
1,628,664 shares of Common
Stock and 1,085,767 shares of
unregistered Series D Preferred
Stock initially convertible
into 1,085,767 shares of Common
Stock
---------------------------------------------------------
10. Shared Dispositive Not applicable
Power
- -------------------------------------------------------------------------------
11. Aggregate Amount Beneficially $15,000,000.00 in aggregate
Owned by Each Reporting Person principal amount of 7.0%
Convertible Subordinated Notes
initially convertible into
1,628,664 shares of Common
Stock and 1,085,767 shares of
unregistered Series D Preferred
Stock initially convertible
into 1,085,767 shares of Common
Stock
- -------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- -------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
11.55% of Common Stock
- -------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Page 2 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
Item 1. Security and Company.
This statement relates to the Common Stock, $.001 per share par value (the
"Common Stock"), of InterDent, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are located at 222 North Sepulveda Boulevard,
El Segundo, California 90245.
Item 2. Identity and Background.
The response to Item 2 is amended in its entirety to read as follows:
This statement is being filed by CB Capital Investors, L.P., a
Delaware limited partnership ("CBCI, L.P."), whose principal business office is
located at 380 Madison Avenue, 12th Floor, New York, New York 10017. The
general partner of CBCI, L.P. is CB Capital Investors, Inc., a Delaware
corporation ("CBCI"), whose principal business office is located at the same
address as CBCI, L.P. CBCI is a wholly owned subsidiary of The Chase Manhattan
Bank, a New York corporation, which is a wholly owned subsidiary of The Chase
Manhattan Corporation, a Delaware corporation, both of whose principal business
offices are located at 270 Park Avenue, 5th Floor, New York, New York 10017.
The limited partner of CBCI, L.P. is Chase Capital Partners, a New York general
partnership ("CCP"), whose principal business office is located at the same
address as CBCI, L.P. CCP is also the investment manager of CBCI.
CBCI, L.P. and CBCI are engaged in the venture capital and leveraged
buyout business. The directors of CBCI are Jeffrey C. Walker and Donald J.
Hofmann. The executive officers of CBCI are Jeffrey C. Walker, Chief Executive
Officer; Donald J. Hofmann, President; George E. Kelts, Vice President;
Mitchell J. Blutt, M.D., Secretary and Robert C. Carroll, Assistant Secretary.
Each of the individual general partners of CCP are also officers of CBCI. The
address for each of the directors and executive officers of CBCI, each of whom
is a U.S. citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
CCP is also engaged in the venture capital and leveraged buyout
business. Set forth below are the names of each general partner of CCP who is a
natural person. Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen, whose
principal occupation is general partner of CCP and whose principal business
office address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380
Madison Avenue, 12th Floor, New York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
I. Robert Greene
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M.B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jonas Steinman
Jeffrey C. Walker
Damion E. Wicker, M.D.
Page 3 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
Mr. Soghikian's principal business office address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. The remaining
general partners of CCP are Chase Capital Corporation, a New York corporation
("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership
("Principals") and CCP European Principals, L.P., a Delaware limited partnership
("European Principals"), each of whose principal business office is located at
the same address as CBCI, L.P. Chase Capital is a wholly owned subsidiary of The
Chase Manhattan Corporation, a Delaware corporation, whose principal business
office is located at the same address as CBCI, L.P. The general partner of each
of Principals and European Principals is Chase Capital. Set forth in Schedule A
hereto and incorporated herein by reference are the names, business addresses,
principal occupations and employments of each executive officer of Chase
Capital, each of whom is a U.S. citizen.
The Chase Manhattan Corporation ("Chase") is a Delaware corporation
engaged (primarily through subsidiaries) in the commercial banking business
with its principal office located at 270 Park Avenue, New York, New York 10017.
Set forth in Schedule B hereto and incorporated herein by reference are the
names, business addresses, principal occupations and employments of each
executive officer and director of Chase, each of whom is a U.S. citizen.
To CBCI, L.P.'s knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CBCI, L.P. and all persons regarding
whom information is required hereunder by virtue of CBCI, L.P.'s response to
Item 2.
Insofar as the requirements of Items 3-6 inclusive of this Schedule
13D Statement require that, in addition to CBCI, L.P., the information called
for therein should be given with respect to each of the persons listed in this
Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CBCI, L.P. should also be considered
fully responsive with respect to the aforementioned persons who have no
separate interests in the Company's Common Stock which is required to be
reported thereunder. Although the definition of "beneficial ownership" in Rule
13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"), might also be deemed to constitute these persons beneficial owners of
the Company's Common Stock acquired by CBCI, L.P., neither the filing of this
statement nor any of its contents shall be deemed an admission that any of such
persons is a beneficial owner of the Company's Common Stock acquired by CBCI,
L.P. or a member of a group together with CBCI, L.P. either for the purpose of
Schedule 13D of the Exchange Act or for any other purpose with respect to the
Company's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for CBCI, L.P.'s acquisition was money held for
investment by CBCI, L.P. The aggregate amount of funds used by CBCI, L.P. in
making the acquisition was $25,000,000.00.
Item 4. Purpose of Transaction.
As more fully described in Item 6, pursuant to the Securities Purchase
Agreement (the "Purchase Agreement"), dated May 12, 1998, by and among the
Company, CVCA, Sprout Capital VII, L.P. and certain of its affiliated entities
("Sprout", and collectively with CVCA, the "Investors"), CVCA acquired from
Gentle Dental $15,000,000.00 in aggregate principal amount of 7.0% Convertible
Subordinated Notes (the "Notes"), 100 shares of Gentle Dental Series A
Preferred Stock, no par value (the "Gentle Dental Series A Preferred Stock"),
and 1,085,767 shares of Gentle Dental Series D Preferred
Page 4 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
Stock, no par value (the "Series D Preferred Stock"). It is not currently
anticipated that CVCA will purchase securities at the second closing of the
Purchase Agreement (not to occur later than June 30, 1998, the "Second
Closing").
Pursuant to that certain Purchase Agreement, dated as of September
1998, among CCP, CVCA and CBCI, L.P., attached hereto as Exhibit C and
incorporated herein by reference, CVCA sold to CBCI, L.P. and CBCI, L.P.
purchased from CVCA all of the Notes in aggregate principal amount of
$15,000,000, 100 shares of Gentle Dental Series A Preferred Stock and 1,085,767
shares of Gentle Dental Series D Preferred Stock owned by CVCA.
In order to create the Gentle Dental Series A Preferred Stock, the
Gentle Dental Series B Preferred Stock, no par value (the "Gentle Dental Series
B Preferred Stock"), the Gentle Dental Series C Preferred Stock, no par value
(the "Gentle Dental Series C Preferred Stock"), and the Gentle Dental Series D
Preferred Stock, Gentle Dental filed the Amendment to Restated Articles of
Incorporation (the "Amendment") on May 14, 1998, which Amendment is
incorporated herein by reference as Exhibit B.
Pursuant to the Purchase Agreement, the Notes are initially convertible
into 1,628,664 shares of Gentle Dental Common Stock, no par value (the "Gentle
Dental Common Stock") and, as described in the Amendment, the Gentle Dental
Series D Preferred Stock is initially convertible into 1,085,767 shares of
Gentle Dental Common Stock. The number of shares of Gentle Dental Common Stock
issuable upon conversion of such securities was subject to increase by one share
for every $9.21 of accrued interest or dividends which Gentle Dental elected not
to pay in cash. Also, pursuant to customary anti-dilution provisions contained
in the Notes and the Gentle Dental Series D Preferred Stock, the number of
shares of Gentle Dental Common Stock issuable upon conversion of such securities
was to be adjusted with respect to stock splits and combinations, stock
dividends, below market sales, distributions, mergers, consolidations,
reorganizations or preferred or convertible security sales. Upon the
satisfaction of certain conditions precedent set forth in the Purchase
Agreement, the Notes were automatically to be deemed to convert into shares of
Gentle Dental Series B Preferred Stock or exchanged for new notes of a new
holding company that would own all of the outstanding capital stock of Gentle
Dental. The terms of such Gentle Dental Series B Preferred Stock and new notes
were to be substantially similar to that of the Notes.
The holders of Gentle Dental Series A Preferred Stock had the right to
appoint one member to the Gentle Dental Board of Directors (the "Gentle Dental
Board"). In May 1998, CVCA appointed Eric Green, an employee of CVCA, to the
Gentle Dental Board. In addition, if an event of default was to occur under the
terms of the Purchase Agreement or related documents, then the holders of the
Gentle Dental Series A Preferred Stock were to have the right to elect one
additional individual to the Gentle Dental Board. Such an event of default
would have occurred if Gentle Dental were to default in the payment of interest
on the Notes, a bankruptcy proceeding were to be commenced with respect to
Gentle Dental, a final judgment in excess of $5,000,000.00 was to be rendered
against Gentle Dental, indebtedness of Gentle Dental in excess of $5,000,000.00
was to be accelerated, a material breach of any of the representations,
warranties or covenants contained in the documents related to the transaction
was to occur or there was a change in control.
Pursuant to a merger (the "Gentle Dental Merger") of an acquisition
subsidiary of the Company with and into Gentle Dental under and in accordance
with that certain Agreement and Plan of Reorganization and Merger (the "Merger
Agreement"), dated as of October 15, 1998, as amended February 3, 1999 and
February 9, 1999, by and among the Company, Wisdom Holdings Acquisition Corp. I,
a Delaware corporation, Wisdom Holdings Acquisition Corp., II, a Delaware
corporation, and Gentle Dental and Dental Care Alliance, Inc., a Delaware
corporation ("DCA"), on March 12, 1999, the effective date of the Gentle Dental
Merger, each outstanding share of Gentle Dental Common Stock was converted into
the right to receive one share of the Company's Common Stock, each outstanding
share of Gentle Dental Series A
Page 5 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
and Gentle Dental Series D Preferred Stock, respectively, was converted into
the right to receive one share of the Company's Series A and Series D Preferred
Stock, having the same designations and rights with respect to the Company as
the shares of Gentle Dental Preferred Stock had with respect to Gentle Dental.
In addition, in connection with the Gentle Dental Merger, the Notes were
amended to provide that in each instance in which the Notes were convertible
into shares of Gentle Dental capital stock the Notes instead shall be
convertible into the same number of shares and series of the Company's capital
stock.
The acquisition of the Company's securities has been made by CBCI,
L.P. for investment purposes. Although CBCI, L.P. has no present intention to
do so, CBCI, L.P. may make additional purchases of the Company's securities
either in the open market or in privately negotiated transactions, including
transactions with the Company, depending on an evaluation of the Company's
business prospects and financial condition, the market for the securities,
other available investment opportunities, money and stock market conditions and
other future developments. Depending on these factors, CBCI, L.P. may decide to
sell all or part of its holdings of the Notes, the Series A Preferred Stock and
the Series D Preferred Stock in one or more public or private transactions.
Except as set forth in this Item 4, CBCI, L.P. has no present plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, CBCI, L.P. reserves
the right to propose or participate in future transactions which may result in
one or more of such actions, including but not limited to, an extraordinary
corporate transaction, such as a merger, reorganization or liquidation, of a
material amount of assets of the Company or its subsidiaries, or other
transactions which might have the effect of causing the Company's Common Stock
to cease to be listed on the NASDAQ or causing the Company's Common Stock to
become eligible for termination of registration, under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 5. Interest in Securities of the Company.
CBCI, L.P. is deemed to be the beneficial owner of 2,714,431 shares of
the Company's Common Stock. CBCI, L.P.'s deemed beneficial ownership represents
11.55% of the Company's Common Stock on a fully diluted basis. Except as set
forth in Item 4, CBCI, L.P. has sole voting power and dispositive power with
respect to its shares of Common Stock. CBCI, L.P. is the record holder of
$15,000,000.00 in aggregate principal amount of the Notes, 100 shares of the
Company's Series A Preferred Stock and 1,085,767 shares of the Company's Series
D Preferred Stock.
Except as reported in Item 6 below and incorporated herein by
reference, there have been no transactions with regards to the Notes, the
Series A Preferred Stock or the Series D Preferred Stock during the past sixty
days which are required to be reported in this Statement. No person other than
CBCI, L.P. has the right to receive or the power to direct the receipt of (i)
interest from or the proceeds from the sale of the Notes owned beneficially by
CBCI, L.P., (ii) the proceeds from the sale of the Series A Preferred Stock
owned beneficially by CBCI, L.P. or (iii) dividends from or the proceeds from
the sale of the Series D Preferred Stock owned beneficially by CBCI, L.P.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Company.
Reference is made to the information disclosed under Items 3 and 4 of
this Statement which is incorporated by reference in response to this Item. In
addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
CVCA acquired beneficial ownership of the Notes, the Gentle Dental
Series A Preferred Stock and the Gentle Dental Series D Preferred Stock
pursuant to the Purchase Agreement, attached hereto as Exhibit A and
incorporated by reference. Under the Purchase Agreement, the Investors are
Page 6 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
permitted to purchase up to $30,000,000 in aggregate principal amount of the
Notes, 100 shares of the Series A Preferred Stock, 100 shares of the Series C
Preferred Stock and 2,000,000 shares of the Series D Preferred Stock. As of the
first closing on May 18, 1998 (the "First Closing"), the Investors were
obligated to purchase $25,500,000.00 in aggregate principal amount of the
Notes, of which CVCA purchased $15,000,000.00 in aggregate principal amount,
$100.00 of the Series A Preferred Stock, or 100 shares, of which CVCA purchased
100 shares, $100.00 of the Series C Preferred Stock, or 100 shares, and
$13,500,003.93 of the Series D Preferred Stock, or 1,465,800 shares, of which
CVCA purchased 1,085,767 shares. Sprout may be obligated to purchase the
additional $4,500,000 in aggregate principal amount of the Notes and 534,200
shares of the Series D Preferred Stock at the Second Closing.
Pursuant to that certain Purchase Agreement, dated as of September
1998, among CCP, CVCA and CBCI, L.P., CVCA sold to CBCI, L.P. and CBCI, L.P.
purchase from CVCA all of the Notes in aggregate principal amount of
$15,000,000, 100 shares of Gentle Dental Series A Preferred Stock and 1,085,767
shares of Gentle Dental Series D Preferred Stock owned by CVCA.
The Purchase Agreement contains covenants regarding the transfer of
securities. No Investor shall transfer its securities, without the prior
written consent of Gentle Dental, to any competitor of Gentle Dental.
Additionally, the Series A Preferred Stock and the Series C Preferred Stock may
only be transferred to affiliates of the Investors. Moreover Gentle Dental has
the right to repurchase the Series A Preferred Stock from CBCI, L.P. if (i)
CBCI, L.P. sells 65% or more of its common stock equivalents before the Second
Closing or (ii) CBCI, L.P. converts all of its common stock equivalents.
The Purchase Agreement provides that the Investors shall have access
to the records of Gentle Dental and that Gentle Dental shall furnish its
financial reports to each of the Investors. Gentle Dental convenants that it
shall, among other things, pay its taxes, preserve its corporate existence,
maintain and preserve its properties and use its best efforts to upgrade the
listing of the Common Stock from the NASDAQ SmallCap Market System to the
NASDAQ National Market System within 90 days of the First Closing. Gentle
Dental covenants that it shall not, among other things, change the nature of
its business, permit the Board (other than members appointed by the Investors)
to exceed 15 members or make fundamental changes in the structure of Gentle
Dental.
The Amendment, attached hereto as Exhibit B and incorporated by
reference, sets forth additional rights and privileges of each of the classes of
the Preferred Stock of Gentle Dental. More specifically, the Amendment sets
forth, where applicable, voting rights, rights to dividends, liquidation
preferences, rights of redemption, conversion rights, voting rights, rights to
distributions and observer rights.
Pursuant to a merger (the "Gentle Dental Merger") of an acquisition
subsidiary of the Company with and into Gentle Dental under and in accordance
with that certain Agreement and Plan of Reorganization and Merger (the "Merger
Agreement"), dated as of October 15, 1998, as amended February 3, 1999 and
February 9, 1999, by and among the Company, Wisdom Holdings Acquisition Corp.
I, a Delaware corporation, Wisdom Holdings Acquisition Corp. II, a Delaware
corporation, Gentle Dental and Dental Care Alliance, Inc., a Delaware
corporation ("DCA"), on March 12, 1999, the effective date of the Gentle Dental
Merger, each outstanding share of Gentle Dental Common Stock was converted into
the right to receive one share of the Company's Common Stock, each outstanding
share of Gentle Dental Series A and Gentle Dental Series D Preferred Stock,
respectively, was converted into the right to receive one share of the
Company's Series A and Series D Preferred Stock, having the same designations
and rights with respect to the Company as the shares of Gentle Dental Preferred
Stock had with respect to Gentle Dental. In addition, in connection with the
Gentle Dental Merger, the Notes were amended to provide that in each instance
in which the Notes were convertible into shares of Gentle Dental capital stock
the Notes instead shall be convertible into the same number of shares and
series of the Company's capital stock.
Page 7 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
The holders of the Company's Series A Preferred Stock have the right
to appoint one member of the Company's Board of Directors. In 1999, CBCI, L.P.
appointed Eric Green, an employee of CBCI, L.P., to the Company's Board of
Directors.
The Company and the Investors entered into a Registration Rights
Agreement, attached hereto as Exhibit H and incorporated by reference, which
grants the Investors certain rights with respect to registration under the
Securities Act of 1933, as amended. Under the terms of the Registration Rights
Agreement, CBCI, L.P. may demand that the Company register shares held by the
Investors. A majority of the Investors may require the Company to file a shelf
registration statement, which statement shall qualify as the demand
registration of CBCI, L.P. The Registration Rights Agreement also grants
"piggy-back" rights to the Investors to participate in certain registration
statements filed by the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A Securities Purchase Agreement dated as of May 12,
1998 by and among Gentle Dental and the purchasers
named therein. Incorporated by reference to Exhibit
4.1 of Gentle Dental's Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC")
on July 2, 1998.
Exhibit B Amendment to Restated Articles of Incorporation,
as filed with the Secretary of State of the State of
Washington on May 14, 1998, as amended by the
Articles of Correction as filed with the same on May
18, 1998. Incorporated by reference to Exhibits 3.1
and 3.2, respectively, of Gentle Dental's Quarterly
Report on Form 10-Q filed with the SEC on August 14,
1998.
Exhibit C Purchase Agreement, dated as of September 1998,
among Chase Capital Partners, a New York general
partnership, CVCA and CBCI, L.P.
Exhibit D Agreement and Plan of Reorganization and Merger
("Merger Agreement"), dated as of October 15, 1998,
by and among the Company (formerly known as Wisdom
Holdings, Inc.), Wisdom Holdings Acquisition Corp. I,
a Delaware corporation, Wisdom Holdings Acquisition
Corp. II, a Delaware corporation, Gentle Dental and
DCA. Incorporated by reference to Exhibit 2.1 of
Gentle Dental's Report on Form 8-K filed with the
SEC on October 30, 1998.
Exhibit E Amendment No. 1 to the Merger Agreement, dated
February 3, 1999. Incorporated by reference to
Exhibit 2.1 of Amendment No. 3 to the Company's
Registration Statement on Form S-4 filed with the
SEC on February 9, 1999.
Exhibit F Amendment No. 2 to the Merger Agreement, dated
February 9, 1999. Incorporated by reference to
Exhibit 2.1 of Amendment No. 4 to the Company's
Registration Statement on Form S-4 filed with the
SEC on February 9, 1999.
Exhibit G Certificate of Designations of the Company, as filed
with the Secretary of State of Delaware on February
8, 1999. Incorporated by reference to Exhibit 3.5 of
Amendment No. 3 to the company's Registration
Statement on Form S-4 filed with the SEC on February
9, 1999.
Exhibit H Registration Rights Agreement, dated as of March 11,
1999, by and among the Company and the Holders (as
described therein).
Page 8 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
SCHEDULE A
- ----------
Item 2 information for executive officers and directors of
Chase Capital.
SCHEDULE B
Item 2 information for executive officers and directors of
Chase.
Page 9 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 22, 1999 CB CAPITAL INVESTORS, L.P.
By: CB CAPITAL INVESTORS, INC.,
its General Partner
By: /s/ Jeffrey C. Walker
---------------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
Page 10 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
SCHEDULE A
----------
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Vice President George E. Kelts**
Assistant Secretary Robert C. Carroll*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- --------
* Principal occupation is employee and/or officer of Chase. Business address
is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York
10017.
** Principal occupation is employee of Chase and/or general partner of Chase
Capital Partners. Business address is c/o CCP, 380 Madison Avenue, 12th
Floor, New York, NY 10017.
Page 11 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
SCHEDULE B
----------
THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
-------------------
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director, Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
-----------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
* Principal occupation is executive officer and/or employee of The Chase
Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 12 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
M. Anthony Burns Chairman, President and Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
H. Laurance Fuller Chairman of the Board and Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
Melvin R. Goodes Chairman of the Board and
Chief Executive Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
George V. Grune Chairman of the Board and Chief Executive Officer
The Reader's Digest
Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest Road
Pleaseantville, NY 10570
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, NY 10022
Page 13 of 14 Pages
<PAGE>
Schedule 13D
Company: InterDent, Inc. CUSIP Number: 45865R109
- -------- -------------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Henry B. Schacht Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511
Murray Hill, NJ 07974
Walter V. Shipley Chairman of the Board and Chief
Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
<PAGE>
Exhibit C
PURCHASE AGREEMENT
PURCHASE AGREEMENT (the "Agreement") dated as of September
__, 1998, among CHASE CAPITAL PARTNERS, a New York general partnership ("CCP"),
CHASE VENTURE CAPITAL ASSOCIATES, L.P., a California limited partnership
("CVCA" or the "Seller") and CB CAPITAL INVESTORS, L.P., a Delaware limited
partnership ("CB Capital" or the "Buyer").
WHEREAS, CVCA owns the following securities (collectively, the
"Securities") of Gentle Dental Services Corporation, a Washington corporation
(the "Company"):
o 7.0% Convertible Subordinated Notes in the aggregate
principal amount of $15,000,000;
o 100 shares of Series A Preferred Stock, no par value, of
the Company; and
o 1,085,767 shares of Series D Preferred Stock, no par value,
of the Company.
WHEREAS, the parties hereto deem it desirable and in their
respective best interests to enter into this Agreement to transfer the
Securities from CVCA to CB Capital.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Purchase and Sale.
(a) CVCA hereby sells the Securities to CB Capital, and CB
Capital hereby purchases the Securities from CVCA, for a purchase price of
$25,000,000, which purchase price equals the fair market value of the
Securities, as determined by the parties hereto.
(b) CCP hereby consents to the sale of the Securities to CB
Capital.
(c) This Agreement shall constitute a stock power authorizing
the Company to record on its books and records the transfer of the Securities
from CVCA to CB Capital.
(d) All transfers of Securities contemplated herein shall be
deemed to occur on the date hereof. All necessary bookkeeping entries shall be
made accordingly.
2. Buyer's Representations.
The Buyer represents and warrants that it is purchasing the
Securities for its own account, for investment purposes and not with a view to
the distribution thereof. The Buyer agrees that it will not, directly or
indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise
dispose of any of the Securities (or solicit any offers to buy, purchase, or
otherwise acquire or take a pledge of any of its Securities, except in
compliance with the Securities Exchange Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations under the Securities Act and the
Exchange Act. The Buyer represents and warrants that it has acquired such
information
<PAGE>
about the Company, and has had an opportunity to ask such questions
of the Company's officers, as it has deemed necessary in order to make an
informed investment decision concerning the Securities. The Buyer further
represents and warrants that it is an "accredited investor" (as such term is
defined by Rule 501 of the Securities Act) and it has such knowledge and
sophistication necessary to use such knowledge to make an informed investment
decision and that it has the ability to bear the economic risks of any such
investment.
3. The Seller's Representations.
The Seller represents and warrants as follows:
(a) It owns (and upon completion of the transactions
contemplated herein, the Purchaser will acquire), beneficially and of record,
the Securities free and clear of all encumbrances (other than transfer
restrictions pursuant to the Securities Act);
(b) The transfer of Securities to the Buyer is exempt from
the registration requirements of the Securities Act; and
(c) No consents are necessary for CVCA to sell the
Securities.
4. Miscellaneous.
(a) This Agreement may be executed in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together when delivered shall constitute
one and the same agreement.
(b) This Agreement contains the complete agreement among the
parties and supersedes any prior understandings, agreements or representations
by or between the parties, written or oral which may have related to the
subject matter hereof in any way.
(c) This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of New York, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of New York.
(d) This Agreement may only be amended in a writing executed
by all parties hereto.
* * *
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their
authorized representatives to execute this Agreement on the date first written
above.
CHASE CAPITAL PARTNERS
By:
-----------------------------------------
Name:
Title:
CHASE VENTURE CAPITAL
ASSOCIATES, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By:
-----------------------------------------
Name:
Title:
CB CAPITAL INVESTORS, L.P.
By: CB CAPITAL INVESTORS, INC.
its General Partner
By:
-----------------------------------------
Name:
Title:
3
<PAGE>
Exhibit H
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of March 11, 1999,
among INTERDENT, INC., a Delaware corporation (the "Company"), and the HOLDERS
(as defined below).
The Holders own or have the right to purchase or otherwise
acquire (by the exercise, exchange or conversion of shares of the Company's
securities owned by the Holders that are exercisable or exchangeable for or
convertible into Common Stock (as hereinafter defined)), shares of the Common
Stock, .001 par value (the "Common Stock"), of the Company (or such other class
of common stock of the Company into which the Common Stock may be converted or
reclassified, and all references herein to the Common Stock shall mean such
other class of common stock, if applicable). The Company and the Holders deem
it to be in their respective best interests to set forth the rights of the
Holders in connection with public offerings and sales of the capital stock of
the Company.
ACCORDINGLY, in consideration of the premises and mutual
covenants and obligations hereinafter set forth, the Company and the Holders
hereby agree as follows:
Section 1. Definitions. As used in this Agreement, the
following terms shall have the following meanings:
"Affiliate" shall mean, with respect to any specified person,
(1) any other Person who, directly or indirectly, owns or controls, is under
common ownership or control with, or is owned or controlled by, such specified
Person, (2) any other Person who is a director, officer or partner or is,
directly or indirectly, the beneficial owner of ten percent (10%) or more of
any class of equity Securities, of the specified Person or a Person described
in clause (1) above, (3) any other Person of whom the specified Person is a
director, officer or partner or is, directly or indirectly, the beneficial
owner of ten percent (10%) or more of any class of equity Securities, (4) any
other Person in whom the specified Person has a substantial beneficial interest
or as to whom the specified Person serves as trustee or in a similar capacity,
or (5) any relative or spouse (including any partner with whom such person
resides on a permanent basis) of the specified Person or any of the foregoing
Persons described in clause (1), (2), (3) or (4) above, any relative of such
spouse, any spouse of any such relative or any other Person who, directly or
indirectly, is under common ownership or control with, or is owned or
controlled by such spouse or relative. As used in this definition, the term
"control" means the possession, directly or indirectly, of the power to direct
the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise. As used in this definition, the
term "relative" means any former spouses, parent, grandparent,
great-grandparent, child, grandchild, great-grandchild, sibling, first uncle,
first aunt or first cousin (in each case, whether natural or adoptive),
provided, however, that for purposes of this Agreement, the term "Affiliate"
shall not include any dental practices that are managed by the Company or its
subsidiaries solely as a result of such management relationship.
"Commission" shall mean the Securities and Exchange
Commission or any other Governmental Authority at the time administering the
Securities Act.
"Common Stock" shall have the meaning ascribed to it in the
Preamble.
"Common Stock Equivalent" shall mean one share of Common
Stock or the right to acquire, whether or not such right is immediately
exercisable, one share of Common Stock, whether
<PAGE>
evidenced by a note, preferred stock, option, warrant, convertible security or
other instrument or agreement.
"Exchange Act" shall mean the Securities Exchange Act of 1934
or any successor Federal statute, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in effect from time
to time.
"Governmental Authority" shall mean any domestic or foreign
government or political subdivision thereof, whether on a federal, state or
local level and whether executive, legislative or judicial in nature, including
any agency, authority, board, bureau, commission, court, department or other
instrumentality thereof.
"Holders" shall mean, collectively, (1) the Persons listed on
Schedule I attached to this Agreement and (2) any successor to, or assignee or
transferee of Restricted Securities held by a Holder who or which agrees in
writing to be treated as a Holder hereunder and to be bound by and comply with
all of the applicable terms and provisions hereof.
"Material Transaction" shall mean any material transaction in
which the Company or any of its subsidiaries proposes to engage or is engaged,
including a purchase or sale of assets or securities, financing, merger,
consolidation, tender offer or any other transaction that would require
disclosure pursuant to the Exchange Act, and with respect to which the Board of
Directors of the Company reasonably has determined in good faith that
compliance with this Agreement may reasonably be expected to either materially
interfere with the Company's or such subsidiary's ability to consummate such
transaction in a timely fashion or require the Company to disclose material,
non-public information prior to such time as it would otherwise be required to
be disclosed.
"Other Shares" shall mean at any time those shares of Common
Stock which do not constitute Primary Shares or Registrable Shares.
"Person" shall be construed as broadly as possible and shall
include an individual person, a partnership (including a limited liability
partnership), a corporation, an association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization and
a Governmental Authority.
"Preferred Stock" shall mean the Company's Series B Preferred
Stock and Series D Preferred Stock.
"Primary Shares" shall mean, at any time, the authorized but
unissued shares of Common Stock held by the Company in its treasury.
"Prospectus" shall mean the prospectus included in a
Registration Statement, including any prospectus subject to completion, and any
such prospectus as amended or supplemented by any prospectus supplement with
respect to the terms of the offering of any portion of the Registrable Shares
and, in each case, by all other amendments and supplements to such prospectus,
including post-effective amendments, and in each case including all material
incorporated by reference therein.
"Registrable Shares" shall mean, at any time, and with
respect to any Holder, the shares of Common Stock held by such Holder which
constitute Restricted Securities. As to any particular Registrable Shares, once
issued, such Registrable Shares shall cease to be Registrable Shares (1) when
such Registrable Shares have been registered under the Securities Act, the
2
<PAGE>
Registration Statement in connection therewith has been declared effective
and they have been disposed of pursuant to and in the manner described in such
effective Registration Statement, (2) when such Registrable Shares are sold or
distributed pursuant to Rule 144, (3) in the case of any Holder who, together
with its Affiliates, holds Common Stock Equivalents that constitute less than
two percent of the issued and outstanding shares of Common Stock of the
Company, at any time following one year after the date on which such Holder may
first sell such Registrable Shares under Rule 144 (provided that such Holder is
still able, at such time, to sell such Registrable Shares under Rule 144), or
(4) when such Registrable Shares have ceased to be outstanding.
"Registration Statement" shall mean any registration
statement of the Company which covers any of the Registrable Shares, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.
"Representative" of a Person shall be construed broadly and
shall include such Person's partners, officers, directors, employees, agents,
counsel, accountants and other representatives.
"Requisite Holders" shall mean those Holders who hold in the
aggregate in excess of a majority the Restricted Securities (based on Common
Stock Equivalents) held by all of the Holders.
"Restricted Securities" shall mean, at any time and with
respect to any Holder, the Common Stock Equivalents and any other securities
received with respect to any such Common Stock Equivalents, which are held by
such Holder and which theretofore have not been sold to the public pursuant to
a Registration Statement or pursuant to Rule 144.
"Rule 144" shall mean Rule 144 promulgated under the
Securities Act or any successor rule thereto.
"Securities" shall mean, with respect to any Person, such
Person's "securities" as defined in Section 2(1) of the Securities Act and
includes such Person's capital stock or other equity interests or any options,
warrants or other securities or rights that are directly or indirectly
convertible into, or exercisable or exchangeable for, such Person's capital
stock or other equity interests.
"Securities Act" shall mean the Securities Act of 1933 or any
successor Federal statute, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect from time to time.
"Suspension Period" shall have the meaning ascribed to it in
Section 10.
"Transfer" shall mean any disposition of any Restricted
Securities or of any interest therein which would constitute a sale thereof
within the meaning of the Securities Act, other than any such disposition
pursuant to a Registration Statement and in compliance with all applicable
state securities and "blue sky" laws.
Section 2. Required Registration.
(a) If at any time the Company shall be requested by a Holder
to effect the registration under the Securities Act of Registrable Shares, it
shall promptly give written notice to the other Holders of its requirement to
so register such Registrable Shares and, upon the written request, delivered to
the Company within 30 days after delivery of any such notice by the Company, of
the
3
<PAGE>
other Holders to include in such registration Registrable Shares (which
request shall specify the number of Registrable Shares proposed to be included
in such registration), the Company shall, subject to Section 2(b) below,
promptly use its best efforts to effect such registration under the Securities
Act of the Registrable Shares which the Company has been so requested to
register.
(b) Anything contained in Section 2(a) to the contrary
notwithstanding, the Company shall not be obligated to effect pursuant to
Section 2(a) any registration under the Securities Act except in accordance
with the following provisions:
(i) the Company shall not be obligated to use its best
efforts to file and cause to become effective (A) more than one Registration
Statement in any 12-month period initiated pursuant to Section 2(a) (provided,
that if the Company, shall consummate a "shelf" registration pursuant to this
Agreement such 12-month period shall commence on the effective date of such
"shelf" registration, (B) any Registration Statement during any period in which
any other registration statement (other than on Form S-4 or Form S-8 promulgated
under the Securities Act or any successor forms thereto) pursuant to which
Primary Shares are to be or were sold has been filed and not withdrawn or has
been declared effective within the prior 180 days, or (C) any Registration
Statement if the aggregate market value of the Registrable Shares to be
registered thereunder shall be less than $5 million;
(ii) the Company may delay the filing or effectiveness of
any Registration Statement for a period of up to 90 days after the date of a
request for registration pursuant to Section 2(a) if at the time of such
request the Company is engaged in a Material Transaction; and
(iii) with respect to any registration pursuant to
Section 2(a), the Company may include in such registration any Primary Shares
or Other Shares; provided, however, that if the managing underwriter advises
the Company that the inclusion of all Registrable Shares, Primary Shares and
Other Shares proposed to be included in such registration would interfere with
the successful marketing (including pricing) of all such securities, then the
number of Registrable Shares, Primary Shares and Other Shares proposed to be
included in such registration shall be included in the following order: (A)
first, the Registrable Shares held by the Holders requesting that their
Registrable Shares be included in such registration pursuant to Section 2(a),
pro rata based upon the number of Restricted Securities owned by each such
Holder at the time of such registration; (B) second, the Primary Shares; and
(C) third, the Other Shares.
(c) A requested registration under this Section 2 may be
rescinded prior to such registration being declared effective by the Commission
by written notice to the Company from a majority of the holders who are
participating in such registration pursuant to Section 2(a); provided, however,
that such rescinded registration shall count as a registration initiated
pursuant to this Section 2 for purposes of subclause (A) of clause (i) of
subsection (b) above unless the Company shall have been reimbursed (pro rata by
the Holders requesting registration or in such other proportion as they may
agree) for all out-of-pocket expenses incurred by the Company in connection
with such rescinded registration.
Section 3. Shelf Registration. If at any time the Company
shall be requested by a Holder to file a shelf registration statement for an
offering of Registrable Shares with an aggregate market value of no less than
$5 million to be made on a continuous basis pursuant to Rule 415 promulgated
under the Securities Act covering the Registrable Shares, then:
(a) the Company shall, as expeditiously as practicable, file
a shelf registration statement under the Securities Act permitting registration
of such Holders' Registrable Shares for
4
<PAGE>
resale by Holders in the manner or manners designated by them (including,
without limitation, one or more underwritten offerings);
(b) the Company shall use its best commercial efforts to keep
such shelf registration statement continuously effective under the Securities
Act until the date which is 12 months from its effective date, or such shorter
period ending when all the Registrable Shares covered by such shelf registration
statement have been sold in the manner set forth and as contemplated in the
shelf registration statement; and
(c) the Company shall promptly supplement and amend the shelf
registration statement if required by the rules, regulations or instructions
applicable to the registration form used for such shelf registration statement,
if required by the Securities Act, or if reasonably requested by the Requisite
Holders or by any underwriter of the Registrable Shares registered thereunder.
Section 4. Piggyback Registration. If the Company at any time
proposes for any reason to register Primary Shares or Other Shares under the
Securities Act (other than on Form S-4 or Form S-8 promulgated under the
Securities Act or any successor forms thereto), it shall promptly give written
notice to each Holder of its intention so to register the Primary Shares or
Other Shares and, upon the written request, given within 20 days after delivery
of any such notice by the Company, of any such Holder to include in such
registration Registrable Shares (which request shall specify the number of
Registrable Shares proposed to be included in such registration), the Company
shall use its best efforts to cause all such Registrable Shares to be included
in such registration on the same terms and conditions as the securities
otherwise being sold in such registration; provided, however, that if the
managing underwriter advises the Company that the inclusion of all Registrable
Shares or Other Shares proposed to be included in such registration would
interfere with the successful marketing (including pricing) of Primary Shares
proposed to be registered by the Company, then the number of Primary Shares,
Registrable Shares and Other Shares proposed to be included in such
registration shall be included in the following order:
(a) first, the Primary Shares;
(b) second, the Registrable Shares held by the Holders, pro
rata based upon the number of Registrable Shares owned by each such Holder at
the time of such registration; and
(c) third, the Other Shares.
Section 5. Holdback Agreement.
(a) If the Company at any time shall register shares of
Common Stock under the Securities Act in an underwritten offering pursuant to
any Registration Statement, then the Holders shall not sell, make any short
sale of, grant any option for the purchase of, or otherwise dispose of any
Restricted Securities (other than those Registrable Shares included in such
registration pursuant to Section 2, 3 or 4) without the prior written consent
of the Company for a period as shall be determined by the managing
underwriters, which period cannot begin more than 10 days prior to the
effectiveness of such Registration Statement and cannot last more than 180 days
after the effective date of such Registration Statement.
(b) If the Company at any time pursuant to Sections 2, 3 or 4
of this Agreement shall register under the Securities Act Registrable Shares
held by Holders for sale to the public pursuant to an underwritten offering,
the Company shall not, without the prior written consent of the Requisite
Holders, effect any public sale or distribution of securities similar to those
being registered
5
<PAGE>
or any securities convertible into or exercisable or exchangeable for such
securities, for such period as shall be determined by the managing
underwriters, which period shall not begin more than 10 days prior to the
effectiveness of the Registration Statement pursuant to which such public
offering shall be made and shall not last more than 180 days after the closing
of sale of shares pursuant to such Registration Statement.
Section 6. Preparation and Filing. If and whenever the
Company is under an obligation pursuant to the provisions of this Agreement to
use its best efforts to effect the registration of any Registrable Shares, the
Company shall, as expeditiously as practicable:
(a) except as otherwise expressly provided herein, use its
best efforts to cause a Registration Statement that registers such Registrable
Shares to become and remain effective for a period of 90 days or until all of
such Registrable Shares have been disposed of (if earlier);
(b) furnish, at least five business days before filing a
Registration Statement that registers such Registrable Shares, a Prospectus
relating thereto and any amendments or supplements relating to such
Registration Statement or Prospectus, to one counsel selected by the holders of
a majority of the Registrable Shares included in such registration (the
"Holders' Counsel"), copies of all such documents proposed to be filed (it
being understood that such five-business-day period need not apply to
successive drafts of the same document proposed to be filed so long as such
successive drafts are supplied to such counsel in advance of the proposed
filing by a period of time that is customary and reasonable under the
circumstances);
(c) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective for at least a period of 90 days as referenced in subsection (a) of
this Section and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of such Registrable Shares;
(d) notify the Holders' Counsel promptly in writing (A) of
any comments by the Commission with respect to such Registration Statement or
Prospectus, or any request by the Commission for the amending or supplementing
thereof or for additional information with respect thereto, (B) of the issuance
by the Commission of any stop order suspending the effectiveness of such
Registration Statement or Prospectus or any amendment or supplement thereto or
the initiation of any proceedings for that purpose and (C) of the receipt by
the Company of any notification with respect to the suspension of the
qualification of such Registrable Shares for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purposes;
(e) use its best efforts to register or qualify such
Registrable Shares under such other securities or blue sky laws of such
jurisdictions as any seller of Registrable Shares reasonably requests and do
any and all other acts and things which may be reasonably necessary or
advisable to enable such seller of Registrable Shares to consummate the
disposition in such jurisdictions of the Registrable Shares owned by such
seller; provided, however, that the Company will not be required to qualify
generally to do business, subject itself to general taxation or consent to
general service of process in any jurisdiction where it would not otherwise be
required so to do but for this clause (e);
(f) furnish to each seller of such Registrable Shares such
number of copies of a summary Prospectus or other Prospectus, including a
preliminary Prospectus, in conformity with the requirements of the Securities
Act, and such other documents as such seller of Registrable Shares may
reasonably request in order to facilitate the public sale or other disposition
of such Registrable Shares;
6
<PAGE>
(g) use its best efforts to cause such Registrable Shares to
be registered with or approved by such other governmental agencies or
authorities as may be necessary by virtue of the business and operations of the
Company to enable the seller or sellers thereof to consummate the disposition
of such Registrable Shares;
(h) notify on a timely basis each seller of such Registrable
Shares at any time when a Prospectus relating to such Registrable Shares is
required to be delivered under the Securities Act within the appropriate period
mentioned in clause (i) of this Section 6 of the happening of any event as a
result of which the Prospectus included in such Registration Statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing and, at the
request of such seller, prepare and furnish to such seller a reasonable number
of copies of a supplement to or an amendment of such Prospectus as may be
necessary so that, as thereafter delivered to the offerees of such shares, such
Prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
(i) make available for inspection by any seller of such
Registrable Shares, any underwriter participating in any disposition pursuant
to such Registration Statement and any attorney, accountant or other agent
retained by any such seller or underwriter (collectively, the "Inspectors"),
all pertinent financial, business and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records"), as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information (together with the Records, the "Information")
reasonably requested by any such Inspector in connection with such Registration
Statement (and any of the Information which the Company determines in good
faith to be confidential, and of which determination the Inspectors are so
notified, shall not be disclosed by the Inspectors unless (A) the disclosure of
such Information is necessary to avoid or correct a misstatement or omission in
the Registration Statement, (B) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction,
(C) such Information has been made generally available to the public, and (D)
the seller of Registrable Shares agrees that it will, upon learning that
disclosure of such Information is sought in a court of competent jurisdiction,
give notice to the Company and allow the Company, at the Company's expense, to
undertake appropriate action to prevent disclosure of the Information deemed
confidential);
(j) use its best efforts to obtain from its independent
certified public accountants a "cold comfort" letter in customary form and
covering such matters of the type customarily covered by cold comfort letters;
(k) use its best efforts to obtain, from its counsel, an
opinion or opinions in customary form (which shall also be addressed to the
Holders selling Registrable Shares in such registration);
(l) provide a transfer agent and registrar (which may be the
same entity and which may be the Company) for such Registrable Shares;
(m) issue to any underwriter to which any seller of
Registrable Shares may sell shares in such offering certificates evidencing such
Registrable Shares;
(n) list such Registrable Shares on any national securities
exchange on which any shares of the Common Stock are listed or, if the Common
Stock is not listed on a national
7
<PAGE>
securities exchange, use its best efforts to qualify such Registrable Shares for
inclusion on the automated quotation system of the National Association of
Securities Dealers, Inc. (the "NASD"), National Market System ("NMS"), or such
other national securities exchange as the holders of a majority of such
Registrable Shares shall request included in such registration;
(o) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
securityholders, as soon as reasonably practicable, earnings statements which
need not be audited covering a period of 12 months beginning within three months
after the effective date of the Registration Statement, which earnings
statements shall satisfy the provisions of Section 11(a) of the Securities Act;
and
(p) use its best efforts to take all other steps necessary to
effect the registration of such Registrable Shares contemplated hereby.
Section 7. Expenses. All expenses incurred by the Company in
complying with Section 6, including, without limitation, all registration and
filing fees (including all expenses incident to filing with the NASD), fees and
expenses of complying with securities and blue sky laws, printing expenses, fees
and expenses of the Company's counsel, the Holders' Counsel and accountants,
shall be paid by the Company; provided, however, that all underwriting discounts
and selling commissions applicable to the Registrable Shares shall not be borne
by the Company but shall be borne by the seller or sellers thereof, in
proportion to the number of Registrable Shares sold by such seller or sellers.
Section 8. Indemnification.
(a) In connection with any registration of any Registrable
Shares under the Securities Act pursuant to this Agreement, the Company shall
indemnify and hold harmless the seller of such Registrable Shares, each
underwriter, broker or any other Person acting on behalf of such seller, each
other Person, if any, who controls any of the foregoing Persons within the
meaning of the Securities Act and each Representative of any of the foregoing
Persons, against any losses, claims, damages or liabilities, joint or several,
to which any of the foregoing Persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement under which such Registrable Shares were registered, any preliminary
Prospectus or final Prospectus contained therein, any amendment or supplement
thereto or any document incident to registration or qualification of any
Registrable Shares, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading or, with respect to any
Prospectus, necessary to make the statements therein in light of the
circumstances under which they were made not misleading, or any violation by the
Company of the Securities Act or state securities or blue sky laws applicable to
the Company and relating to action or inaction required of the Company in
connection with such registration or qualification under such state securities
or blue sky laws, and the Company shall promptly reimburse such seller, such
underwriter, such broker, such controlling Person or such Representatives for
reasonable legal or other expenses incurred by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company shall not be liable to any such Person to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in said Registration Statement, preliminary Prospectus,
amendment, supplement or document incident to registration or qualification of
any Registrable Shares in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by such
Person, or a Person duly acting on their
8
<PAGE>
behalf, specifically for use in the preparation thereof; provided further,
however, that the foregoing indemnity agreement is subject to the condition
that, insofar as it relates to any untrue statement, allegedly untrue
statement, omission or alleged omission made in any preliminary Prospectus but
eliminated or remedied in the final Prospectus (filed pursuant to Rule 424 of
the Securities Act), such indemnity agreement shall not inure to the benefit of
any indemnified party from whom the Person asserting any loss, claim, damage,
liability or expense purchased the Registrable Shares which are the subject
thereof, if a copy of such final Prospectus had been timely made available to
such Indemnified Person and such final Prospectus was not delivered to such
Person with or prior to the written confirmation of the sale of such
Registrable Shares to such Person.
(b) In connection with any registration of Registrable Shares
under the Securities Act pursuant to this Agreement, each seller of Registrable
Shares shall indemnify and hold harmless (in the same manner and to the same
extent as set forth in the paragraph (a) of this Section 8) the Company, each
underwriter or broker involved in such offering, each other seller of
Registrable Shares under such Registration Statement, each Person who controls
any of the foregoing Persons within the meaning of the Securities Act and any
Representative of the foregoing Persons with respect to any statement or
omission from such Registration Statement, any preliminary Prospectus or final
Prospectus contained therein, any amendment or supplement thereto or any
document incident to registration or qualification of any Registrable Shares,
if such statement or omission was made in reliance upon and in conformity with
written information furnished to the Company or such underwriter through an
instrument duly executed by such seller, or a Person duly acting on their
behalf, specifically for use in connection with the preparation of such
Registration Statement, preliminary Prospectus, final Prospectus, amendment or
supplement; provided, however, that the maximum amount of liability in respect
of such indemnification shall be limited, in the case of each seller of
Registrable Shares, to an amount equal to the net proceeds actually received by
such seller from the sale of Registrable Shares effected pursuant to such
registration.
(c) Promptly after receipt by an indemnified party of notice
of the commencement of any action involving a claim referred to in the
preceding paragraphs of this Section 8, such indemnified party will, if a claim
in respect thereof is made against an indemnifying party, give written notice
to the latter of the commencement of such action (provided however, that an
indemnified party's failure to give such notice in a timely manner shall only
relieve the indemnification obligations of an indemnifying party to the extent
such indemnifying party is prejudiced by such failure). In case any such action
is brought against an indemnified party, the indemnifying party will be
entitled to participate in and to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be responsible
for any legal or other expenses subsequently incurred by the indemnified party
in connection with the defense thereof; provided, however, that if any
indemnified party shall have reasonably concluded that there may be one or more
legal or equitable defenses available to such indemnified party which are in
addition to or conflict with those available to the indemnifying party, or that
such claim or litigation involves or could have an effect upon matters beyond
the scope of the indemnity agreement provided in this Section 8, the
indemnifying party shall not have the right to assume the defense of such
action on behalf of such indemnified party and such indemnifying party shall
reimburse such indemnified party and any Person controlling such indemnified
party for that portion of the fees and expenses of any one lead counsel (plus
appropriate special and local counsel) retained by the indemnified party which
are reasonably related to the matters covered by the indemnity agreement
provided in this Section 8.
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<PAGE>
(d) If the indemnification provided for in this Section 8 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, claim, damage or liability referred to herein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of the indemnified party on the other hand in connection with
the statements or omissions which resulted in such loss, claim, damage or
liability as well as any other relevant equitable considerations; provided,
however, that the maximum amount of liability in respect of such contribution
shall be limited, in the case of each seller of Registrable Shares, to an
amount equal to the net proceeds actually received by such seller from the sale
of Registrable Shares effected pursuant to such registration. The relative
fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
(e) The indemnification and contribution provided for under
this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party and will survive
the transfer of securities.
Section 9. Inderwriting Agreement.
(a) Notwithstanding the provisions of Sections 6 and 8, to
the extent that the Holders selling Registrable Shares in a proposed
registration shall enter into an underwriting or similar agreement, which
agreement contains provisions covering one or more issues addressed in such
Sections of this Agreement, the provisions contained in such Sections of this
Agreement addressing such issue or issues shall be of no force or effect with
respect to such registration, but this provision shall not apply to the Company
if the Company is not a party to the underwriting or similar agreement.
(b) If any registration pursuant to Section 2 is requested to
be an underwritten offering, the Company shall negotiate in good faith to enter
into a reasonable and customary underwriting agreement with the underwriters
thereof. The Company shall be entitled to receive indemnities from lead
institutions, underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the
same extent as provided above with respect to information so furnished in
writing by such Persons specifically for inclusion in any Prospectus or
Registration Statement and to the extent customary given their role in such
distribution. In any underwritten public offering initiated pursuant to Section
2(a), the managing underwriter shall be a nationally recognized investment
banking firm selected by the Company and reasonably acceptable to the holders
of a majority of the Registrable Shares included in such registration.
(c) No Holder may participate in any registration hereunder
that is underwritten unless such Holder agrees to (i) sell such Holder's
Registrable Shares proposed to be included therein on the basis provided in
such underwriting agreement and (ii) as expeditiously as possible, notify the
Company of the occurrence of any event concerning such Holder as a result of
which the Prospectus relating to such registration contains an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
10
<PAGE>
Section 10. Suspension. Anything contained in this Agreement
to the contrary notwithstanding, the Company may, by notice in writing to each
holder of Registrable Shares to which a Prospectus relates, require such holder
to suspend, for up to 90 days (the "Suspension Period"), the use of any
Prospectus included in a Registration Statement filed under Section 2, 3 or 4
if a Material Transaction exists that would require an amendment to such
Registration Statement or supplement to such Prospectus (including any such
amendment or supplement made through incorporation by reference to a report
filed under Section 13 of the Exchange Act). The period during which such
Prospectus must remain effective shall be extended by a period equal to the
Suspension Period. The Company may (but shall not be obligated to) withdraw the
effectiveness of any Registration Statement subject to this provision.
Section 11. Information by Holder. Each holder of Registrable
Shares to be included in any registration shall furnish to the Company and the
managing underwriter such written information regarding such holder and the
distribution proposed by such holder as the Company or the managing underwriter
may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Agreement.
Section 12. Exchange Act Compliance. From and after the
Registration Date or such earlier date as a registration statement filed by the
Company pursuant to the Exchange Act relating to any class of the Company's
securities shall have become effective, the Company shall comply with all of
the reporting requirements of the Exchange Act (whether or not it shall be
required to do so) and shall comply with all other public information reporting
requirements of the Commission which are conditions to the availability of Rule
144 for the sale of the Common Stock. The Company shall cooperate with each
Holder in supplying such information as may be necessary for such Holder to
complete and file any information reporting forms presently or hereafter
required by the Commission as a condition to the availability of Rule 144.
Section 13. No Conflict of Rights. The Company represents and
warrants to the Holders that the registration rights granted to the Holders
hereby do not conflict with any other registration rights granted by the
Company. The Company shall not, after the date hereof, grant any registration
rights which conflict with or impair, or have any priority over, the
registration rights granted hereby.
Section 14. Termination. This Agreement shall terminate and
be of no further force or effect when there shall not be any Restricted
Securities; provided however, that Sections 7 and 8 shall survive the
termination of this Agreement.
Section 15. Successors and Assigns. This Agreement shall bind
and inure to the benefit of the Company and the Holders and, subject to Section
16, their respective successors and assigns.
Section 16. Assignment. Each Holder may assign its rights
hereunder to any Holder from such Holder of Restricted Securities; provided,
however, that such Holder shall, as a condition to the effectiveness of such
assignment, be required to execute a counterpart to this Agreement agreeing to
be treated as a Holder hereunder whereupon such Holder shall have the benefits
of, and shall be subject to the restrictions contained in, this Agreement as an
Holder.
Section 17. Entire Agreement. This Agreement contains the
entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior arrangements or understandings with respect hereto.
11
<PAGE>
Section 18. Notices. All notices, requests, consents and
other communications hereunder to any party shall be deemed to be sufficient if
contained in a written instrument and shall be deemed to have been duly given
when delivered in Person, by telex, telegram or telecopy, by overnight courier,
or by first class registered or certified mail, postage prepaid, addressed to
such party at the address set forth below or such other address as may
hereafter be designated in writing by the addressee to the sender:
(a) if to the Company, to:
InterDent, Inc.
222 North Sepulveda Boulevard
El Segundo, California 90245
Telephone: (310) 765-2400
Telecopy: (310) 765-2459
Attention: Michael T. Fiore
Co-Chairman and
Chief Executive Officer;
with a copy to:
McDermott, Will & Emery
One Newport Place
1301 Dove Street, Suite 500
Newport Beach, California 92660
Telephone: (949) 851-0633
Telecopy: (949) 851-9349
Attention: Richard J. Babcock, Esq.
(b) if to any Holder, to him, her or its address set forth on
Schedule I or, if none, in the books of the Company.
All such notices, requests, consents and other communications
shall be deemed to have been delivered (a) in the case of personal delivery,
telex, telegram or telecopy, on the date of such delivery, (b) in the, case of
overnight courier, on the next business day, and (c) in the case of mailing, on
the fifth business day following such mailing.
Section 19. Modifications; Amendments; Waivers. The terms and
provisions of this Agreement may not be modified or amended, nor may any
provision applicable to the Holders be waived, except pursuant to a writing
signed by the Company and Requisite Holders; provided, however, that (i) any
such amendment, modification, or waiver that would adversely affect the rights
hereunder of any Holder, in its capacity as an Holder, without similarly
affecting the rights hereunder of all Holders of such class, in their
capacities as Holders of such class, shall not be effective as to such Holder
without its prior written consent and (ii) Schedule I to this Agreement shall
be deemed to be automatically amended from time to time to reflect the addition
to this Agreement of any Person identified in clause (ii) of the definition of
Holder without requiring the consent of any party, and the Company will, from
time to time, distribute to the Holders a revised Schedule I to reflect any
such changes.
Section 20. Headings. The headings of the various sections of
this Agreement have been inserted for convenience of reference only and shall
not be deemed to be a part of this Agreement.
12
<PAGE>
Section 21. Severability. It is the desire and intent of the
parties that the provisions of this Agreement be enforced to the fullest extent
permissible under the law and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any provision of this Agreement
would be held in any jurisdiction to be invalid, prohibited or unenforceable
for any reason, such provision, as to such jurisdiction, shall be ineffective,
without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.
Notwithstanding the foregoing, if such provision could be more narrowly drawn
so as not to be invalid, prohibited or unenforceable in such jurisdiction, it
shall, as to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
Section 22. Governing Law; Etc. All questions concerning the
construction, interpretation and validity of this Agreement shall be governed
by and construed and enforced in accordance with the domestic laws of the State
of California, without giving effect to any choice or conflict of law provision
or rule (whether in the State of California or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
State of California. In furtherance of the foregoing, the internal law of the
State of California will control the interpretation and construction of this
Agreement, even if under such jurisdiction's choice of law or conflict of law
analysis, the substantive law of some other jurisdiction would ordinarily
apply.
Section 23. Counterparts; Validity. This Agreement may be
executed in any number of counterparts, each of which shall be an original, but
all of which taken together shall constitute one and the same agreement, and
telecopied signatures shall be effective. The failure of any Person holding
Registrable Shares to execute this Agreement shall not render this Agreement
invalid as between the Company and any other Person holding Registrable Shares.
Section 24. Entire Agreement. This Agreement and the other
documents, certificates, instruments, writings and agreements referred to herein
or delivered pursuant hereto contain the entire understanding of the parties
with respect to the subject matter hereof and supersede in their entirety any
and all prior agreements and understandings between any of the parties hereto,
all of which are hereby terminated in their entirety and of no further force or
effect.
[Signatures On Next Page]
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IN WITNESS WHEREOF, the parties hereto have executed this
Registration Rights Agreement on the date first written above.
THE COMPANY:
INTERDENT, INC.
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
THE HOLDERS:
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc.,
its General Partner
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
SPROUT CAPITAL VII, L.P.
By: DLJ Capital Corp.,
its Managing General Partner
By:
----------------------------------------
Robert Finzi
Attorney in Fact
SPROUT GROWTH II, L.P.
By: DLJ Capital Corp.,
its Managing General Partner
By:
----------------------------------------
Robert Finzi
Attorney in Fact
[Continued Next Page]
14
<PAGE>
THE SPROUT CEO FUND, L.P.
By: DLJ Capital Corp.,
its General Partner
By:
----------------------------------------
Robert Finzi
Attorney in Fact
DLJ CAPITAL CORP.
By:
----------------------------------------
Robert Finzi
Attorney in Fact
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management Corporation,
its Manager
By:
----------------------------------------
Robert Finzi
Attorney in Fact
SRM '93 Children's Trust
By:
----------------------------------------
Name:
----------------------------------------
Title:
----------------------------------------
----------------------------------------------
Michael T. Fiore
----------------------------------------------
Dr. Steven R. Matzkin
----------------------------------------------
L. Theodore Van Eerden
[Continued Next Page]
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<PAGE>
----------------------------------------------
Norman R. Huffaker
----------------------------------------------
Randy Henry
----------------------------------------------
Grant M. Sadler
----------------------------------------------
David P. Nichols
----------------------------------------------
Mitchell B. Olan
----------------------------------------------
Robert Finzi
----------------------------------------------
Eric Green
----------------------------------------------
Paul H. Keckley
----------------------------------------------
H. Wayne Posey
----------------------------------------------
Robert F. Raucci
----------------------------------------------
Curtis Lee Smith, Jr.
16
<PAGE>
Exhibit H
SCHEDULE I
Holders
-------
CB Capital Investors, L.P. SRM '93 Children's Trust
380 Madison Avenue, 12th Floor c/o InterDent, Inc.
New York, New York 10017 1343 Main Street, Suite 700
Attention: Jonas Steinman Sarasota, Florida 34236
Eric Green Tel: (941) 955-3150
Tel: (212) 622-3100 Fax: (941) 955-7483
Fax: (212) 622-3101
Sprout Capital VII, L.P. DLJ Capital Corp.
c/o The Sprout Group c/o The Sprout Group
3000 Sand Hill Road 3000 Sand Hill Road
Building 3, Suite 170 Building 3, Suite 170
Menlo Park, California 94025 Menlo Park, California 94025
Attention: Robert Finzi Attention: Robert Finzi
Kathleen LaPorte Kathleen LaPorte
Tel: (650) 234-2700 Tel: (650) 234-2700
Fax: (650) 234-2779 Fax: (650) 234-2779
Sprout Growth II, L.P. DLJ First ESC L.L.C.
c/o The Sprout Group c/o The Sprout Group
3000 Sand Hill Road 3000 Sand Hill Road
Building 3, Suite 170 Building 3, Suite 170
Menlo Park, California 94025 Menlo Park, California 94025
Attention: Robert Finzi Attention: Robert Finzi
Kathleen LaPorte Kathleen LaPorte
Tel: (650) 234-2700 Tel: (650) 234-2700
Fax: (650) 234-2779 Fax: (650) 234-2779
The Sprout CEO Fund, L.P.
c/o The Sprout Group
3000 Sand Hill Road
Building 3, Suite 170
Menlo Park, California 94025
Attention: Robert Finzi
Kathleen LaPorte
Tel: (650) 234-2700
Fax: (650) 234-2779
[Continued Next Page]
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<PAGE>
Michael T. Fiore Robert Finzi
15 Westport 75 Tum Suden Way
Manhattan Beach, California 90266 Woodside, California 94062
Tel: (310) 545-5918 Tel: (650) 369-4078
Fax: (310) 545-4149
Dr. Steven R. Matzkin Eric Green
1143 Casey Key Road 1070 Park Avenue, Apt. 10C
Nokomis, Florida 34275 New York, New York 10128
Tel: (941) 484-8999 Tel: (212) 996-4582
Fax: (941) 483-9066
L. Theodore Van Eerden Paul H. Keckley
5610 N.E. 265th Street 522 Waxwood Drive
Ridgefield, Washington 98642 Brentwood, Tennessee 37027
Tel: (360) 887-1441 Tel: (615) 373-0647
Norman R. Huffaker H. Wayne Posey
6201 Rocking Horse Way 6478 Woodstock Road
Orange, California 92869 Fort Worth, Texas 76116
Tel: (714) 633-5421 Tel: (817) 294-7348
Randy Henry Robert F. Raucci
c/o InterDent, Inc. c/o Ram Investment
222 North Sepulveda Boulevard, Suite 740 599 Lexington Avenue, Suite 2700
El Segundo, California 90245 New York, New York 10022
Tel: (310) 765-2400 Tel: (212) 935-3999
Fax: (212) 207-1983
Grant M. Sadler Curtis Lee Smith, Jr.
455 Bridgeview Drive c/o New Horizons
Anaheim Hills, California 92807 500 Campus Drive
Tel: (714) 281-3082 Morganville, New Jersey 07751
Tel: (732) 536-8501
Fax: (732) 536-0289
David P. Nichols
514 Bayside Way
Nokomis, Florida 34275
Tel: (941) 966-4136
Fax: (941) 918-9062
Mitchell B. Olan
c/o InterDent
1343 Main Street, Suite 700
Sarasota, Florida 34236
Tel: (941) 955-3150
Fax: (941) 955-7483
2
